Scilex Holding (SCLX) 10-Q 11 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 07, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Securities Act File Number	001-39852
Entity Central Index Key	0001820190
Entity Tax Identification Number	92-1062542
Entity Registrant Name	Scilex Holding Company
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	960 San Antonio Road
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94303
City Area Code	650
Local Phone Number	516-4310
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SCLX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		149,055,371

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 34,122	$ 2,184
Accounts receivable, net	27,568	21,236
Inventory	3,110	1,378
Prepaid expenses and other	4,447	4,810
Total current assets:	69,247	29,608
Property and equipment, net	760	772
Operating lease right-of-use asset	3,294	1,131
Intangibles, net	38,538	40,591
Goodwill	13,481	13,481
Other long term assets	1,144	944
Total assets	126,464	86,527
Current liabilities:
Accounts payable	11,412	8,450
Accrued payroll	2,752	1,354
Accrued rebates and fees	47,779	30,893
Accrued expenses	4,949	3,136
Current portion of deferred consideration	516	264
Debt, net of issuance costs	15,916	0
Related party payable	1,043	0
Convertible debentures	18,440	0
Current portion of operating lease liabilities	776	745
Total current liabilities:	103,583	44,842
Long-term portion of deferred consideration	3,135	3,387
Derivative liabilities	6,566	1,231
Operating lease liabilities	2,594	665
Other long-term liabilities	169	163
Total liabilities	116,047	50,288
Commitments and contingencies (See Note 10)
Stockholders' Deficit:
Preferred stock, $0.0001 par value, 45,000,000 shares authorized; 29,057,097 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	3	3
Common stock, $0.0001 par value, 740,000,000 shares authorized; 145,811,298 and 141,348,856 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	15	14
Additional paid-in capital	443,715	412,136
Accumulated deficit	(433,316)	(375,914)
Total stockholders' equity	10,417	36,239
Total liabilities and stockholders' equity	$ 126,464	$ 86,527

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	45,000,000	45,000,000
Preferred stock, shares issued	29,057,097	29,057,097
Preferred stock, shares outstanding	29,057,097	29,057,097
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	740,000,000	740,000,000
Common stock, shares issued	148,699,982	141,348,856
Common stock, shares outstanding	148,699,982	141,348,856

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Net revenue	$ 12,582	$ 7,926	$ 23,164	$ 14,738
Operating costs and expenses:
Cost of revenue	4,177	1,529	7,768	2,673
Research and development	3,204	2,589	5,940	5,220
Selling, general and administrative	26,989	14,344	55,690	25,252
Intangible amortization	1,026	935	2,053	1,870
Total operating costs and expenses	35,396	19,397	71,451	35,015
Loss from operations	(22,814)	(11,471)	(48,287)	(20,277)
Other (income) expense:
Loss (gain) on derivative liability	82	2,700	5,335	(4,800)
Change in fair value of convertible debentures	3,748	0	3,748	0
Loss on debt extinguishment, net	0	0	0	4,799
Interest expense, net	5	3,707	4	6,738
Loss on foreign currency exchange	3	(12)	23	(8)
Total other expense	3,838	6,395	9,110	6,729
Loss before income taxes	(26,652)	(17,866)	(57,397)	(27,006)
Income tax expense	(3)	(28)	5	(25)
Net loss	$ (26,649)	$ (17,838)	$ (57,402)	$ (26,981)
Earnings Per Share [Abstract]
Net loss per share attributable to common stockholders - basic	$ (0.19)	$ (0.13)	$ (0.4)	$ (0.2)
Net loss per share attributable to common stockholders - diluted	$ (0.19)	$ (0.13)	$ (0.4)	$ (0.2)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted average number of shares during the period-basic	142,626,000	133,060,000	142,146,000	133,043,000
Weighted average number of shares during the period -diluted	142,626,000	133,060,000	142,146,000	133,043,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity / (Deficit) - USD ($)	Total	Common Stock	Preferred Stock Member	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2021	$ (223,876,000)	$ 13,000	$ 0	$ 128,661,000	$ (352,550,000)
Balance (in Shares) at Dec. 31, 2021		132,858	0
Stock options exercised value	96,000			96,000
Stock options exercised (in shares)		202
Stock-based compensation	1,355,000			1,355,000
Net income (loss)	(9,143,000)				(9,143,000)
Balance at Mar. 31, 2022	(231,568,000)	$ 13,000		130,112,000	(361,693,000)
Balance (in Shares) at Mar. 31, 2022		133,060
Stock-based compensation	1,437,000			1,437,000
Aardvark SP-104 license transfer from Sorrento	(4,127,000)			(4,127,000)
Net income (loss)	(17,838,000)				(17,838,000)
Balance at Jun. 30, 2022	(252,096,000)	$ 13,000	$ 0	127,422,000	(379,531,000)
Balance (in Shares) at Jun. 30, 2022		133,060	0
Balance at Dec. 31, 2022	36,239,000	$ 14,000	$ 3,000	412,136,000	(375,914,000)
Balance (in Shares) at Dec. 31, 2022		141,349	29,057
Shares issued under Standby Equity Purchase Agreements, value	1,869,000			1,869,000
Shares issued under Standby Equity Purchase Agreements		462
Retainer shares issued	1,000	$ 1,000
Retainer share issued (in Shares)		4,000
Stock-based compensation	3,720,000			3,720,000
Net income (loss)	(30,753,000)				(30,753,000)
Balance at Mar. 31, 2023	11,076,000	$ 15,000	$ 3,000	417,725,000	(406,667,000)
Balance (in Shares) at Mar. 31, 2023		145,811	29,057
Balance at Dec. 31, 2022	$ 36,239,000	$ 14,000	$ 3,000	412,136,000	(375,914,000)
Balance (in Shares) at Dec. 31, 2022		141,349	29,057
Stock options exercised (in shares)	128
Balance at Jun. 30, 2023	$ 10,417,000	$ 15,000	$ 3,000	443,715,000	(433,316,000)
Balance (in Shares) at Jun. 30, 2023		148,700	29,057
Balance at Mar. 31, 2023	11,076,000	$ 15,000	$ 3,000	417,725,000	(406,667,000)
Balance (in Shares) at Mar. 31, 2023		145,811	29,057
Shares issued under Standby Equity Purchase Agreements, value	13,925,000			13,925,000
Shares issued under Standby Equity Purchase Agreements		2,084
Stock options exercised value	222,000			222,000
Stock options exercised (in shares)		128
Stock-based compensation	3,587,000			3,587,000
Conversion of convertible debentures into common stock, shares		632
Conversion of convertible debentures into common stock, value	7,735,000			7,735,000
Issuance of common stock upon warrants exercise, shares		45
Issuance of common stock upon warrants exercise, value	521,000			521,000
Net income (loss)	(26,649,000)				(26,649,000)
Balance at Jun. 30, 2023	$ 10,417,000	$ 15,000	$ 3,000	$ 443,715,000	$ (433,316,000)
Balance (in Shares) at Jun. 30, 2023		148,700	29,057

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities
Net loss	$ (57,402)	$ (26,981)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	2,073	1,890
Amortization of debt issuance costs and debt discount	1	3,057
Payment on the Scilex Pharma Notes attributed to accreted interest related to the debt discount	0	(21,190)
Loss on debt extinguishment, net	0	4,799
Non-cash operating lease cost	156	214
Stock-based compensation	7,307	2,792
Loss (gain) on derivative liability	5,335	(4,800)
Change in fair value of convertible debentures	3,748	0
Other	(20)	0
Changes in operating assets and liabilities:
Accounts receivables, net	(6,332)	(1,632)
Inventory	(1,732)	1,402
Prepaid expenses and other	9	(1,585)
Other long-term assets	804	86
Accounts payable	4,334	324
Accrued Payroll	1,398	918
Accrued expenses	1,525	957
Accrued rebates and fees	16,886	0
Other liabilities	(338)	(138)
Related party payable	1,043	8,759
Other long-term liabilities	6	0
Net cash used for operating activities	(21,217)	(23,066)
Investing activities
Acquisition consideration paid in cash for Romeg intangible asset acquisition	0	(2,060)
Purchase of property, plant, and equipment	(8)	0
Net cash used for investing activities	(8)	(2,060)
Financing activities
Proceeds from issuance of shares under Standby Equity Purchase Agreements	16,166	0
Proceeds from issuance of Convertible debentures	24,000	0
Transaction costs paid related to the Business Combination	(1,372)	0
Repayment of principal on the Scilex Pharma Notes	0	(43,364)
Repayment on other loans	(2,528)	(18,788)
Proceeds from other loans	17,538	9,869
Payments of debt issuance costs	(380)	0
Proceeds from stock options and warrants exercised	743	96
Proceeds from related party payable	0	17,300
Proceeds from related party note payable	0	62,500
Net cash proceeds from financing activities	54,167	27,613
Net change in cash, cash equivalents and restricted cash	32,942	2,487
Cash and cash equivalents at beginning of period	2,184	4,338
Cash and cash equivalents at end of period	35,126	6,825
Supplemental disclosure of non-cash financing activity
Issuance of shares to B.Riley pursuant to B. Riley Purchase Agreement	1,869	0
Conversion of Convertible Debentures into common stock	7,735	0
Right-of-use assets obtained in exchange for operating lease liabilities with lease modification	2,523	0
Deferred Consideration for Romeg Intangible Asset Acquisition	0	3,650
Promissory Note issued to Sorrento in exchange for the SP-104 license	0	4,127
Fair value adjustment to derivative liability in troubled debt restructuring	0	$ 30,400
Offering costs paid through promissory note – related party	$ 24,000

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Nature of Operations and Basis of Presentation	1. Nature of Operations and Basis of Presentation Organization and Principal Activities Scilex Holding Company (“Scilex” and together with its wholly owned subsidiaries, the “Company”) is the successor entity to Vickers Vantage Corp. I (“Vickers”), a special purpose acquisition company. The Company is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain. The Company was originally formed in 2019 and is a majority-owned subsidiary of Sorrento Therapeutics, Inc. (“Sorrento”). Scilex currently has three wholly owned subsidiaries, Scilex Inc. (“Legacy Scilex”), Scilex Pharmaceuticals Inc. (“Scilex Pharma”) and Semnur Pharmaceuticals, Inc. (“Semnur”). The business combination with Vickers (“Business Combination”) was closed in November 2022. The Company launched its first commercial product in October 2018, ZTlido (lidocaine topical system) 1.8% (“ZTlido”), a prescription lidocaine topical system that is designed with novel technology to address the limitations of current prescription lidocaine therapies by providing significantly improved adhesion and continuous pain relief throughout the 12-hour administration period. The Company in-licensed the exclusive right to commercialize GLOPERBA (colchicine USP) oral solution (“GLOPERBA”), a Federal Drug Administration (“FDA”)-approved prophylactic treatment for painful gout flares in adults, in the United States (“U.S.”). In February 2023, the Company acquired the rights related to ELYXYB (celecoxib oral solution) (“ELYXYB”) and the commercialization thereof in the U.S. and Canada. ELYXYB is a first line treatment and the only FDA-approved, ready to use oral solution for the acute treatment of migraine, with or without aura, in adults. In April 2023, the Company launched ELYXYB in the U.S. The Company is planning to commercialize GLOPERBA in the U.S. in 2023. The Company is currently developing three product candidates, SP-102 (10 mg, dexamethasone sodium phosphate viscous gel), a Phase 3, novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica (“SP-102” or “SEMDEXA”), SP-103 (lidocaine topical system) 5.4% (“SP-103”), a Phase 2, next-generation, triple-strength formulation of ZTlido, for the treatment of acute pain, and SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-burst release low dose naltrexone hydrochloride capsules) (“SP-104”), a novel formulation for the treatment of fibromyalgia that has completed multiple Phase 1 trial programs and is expected to initiate Phase 2 trials in 2023. Since inception, the Company has devoted substantially all of its efforts to the development of SP-102, SP-103, SP-104, and the commercialization of ZTlido. In 2023, the Company will also devote efforts on the commercialization of GLOPERBA and ELYXYB. Sorrento Chapter 11 Filing On February 13, 2023, Sorrento, together with its wholly-owned direct subsidiary, Scintilla Pharmaceuticals, Inc., commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). While the Company is majority-owned by Sorrento, the Company is not a debtor in Sorrento’s voluntary Chapter 11 filing. As of June 30, 2023, the Company had a $ 3.2 million receivable from Sorrento, which was fully reserved. The Company evaluates the collectability of this receivable on a quarterly basis. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, include all adjustments of a normal recurring nature necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations and cash flows. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on March 7, 2023 (the “Annual Report on Form 10-K”). The interim results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Customer Concentration Risk The Company had three customers during the three and six months ended June 30, 2023 , each of which individually generated 10 % or more of the Company’s total revenue. These customers accounted for 88 % and 85 % of the Company’s revenue for the three and six months ended June 30, 2023, respectively, individually ranging from 24 % to 32 % and 22 % to 32 % , respectively. As of June 30, 2023, these customers represented 95 % of the Company’s outstanding accounts receivable, individually ranging between 25 % to 36 % . Additionally, during the six months ended June 30, 2023 and 2022, the Company purchased inventory from its sole supplier, Itochu Chemical Frontier Corporation (“Itochu”). This exposes the Company to concentration of customer and supplier risk. The Company monitors the financial condition of its customers, limits its credit exposure by setting credit limits, and has not experienced any credit losses during the six months ended June 30, 2023 and 2022. Significant Accounting Policies There have been no significant changes to the accounting policies during the three and six months ended June 30, 2023, as compared to the significant accounting policies described in Note 1 of the Notes to Consolidated Financial Statements in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K, except for the policy titled “ Convertible Debentures ” below. Fair Value Measurements Financial assets and liabilities are recorded at fair value on a recurring basis in the condensed consolidated balance sheets. The carrying values of Company’s financial assets and liabilities, including cash and cash equivalents, restricted cash, prepaid and other current assets, accounts payable and accrued expenses approximate to their fair value due to the short-term nature of these instruments. The fair value of the Company’s term loan approximates its carrying value, or amortized cost, due to the prevailing market rates of interest it bears. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 - Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 - Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments that are readily convertible into cash without penalty and with original maturities of three months or less at the date of purchase to be cash equivalents. The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents are valued at cost, which approximate their fair value. Restricted cash for the periods presented consist of deposits placed in a segregated bank account as required under the terms of the Credit and Security Agreement, dated as of June 27, 2023, between Scilex Pharma and eCapital Healthcare Corp., which is discussed further in Note 7. Restricted cash is recorded as other long-term assets within the Company’s unaudited condensed consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets that together reflect the same amounts shown in the unaudited condensed consolidated statements of cash flows (in thousands): As of June 30, As of December 31, 2023 2022 Cash and cash equivalents $ 34,122 $ 2,184 Restricted cash 1,004 — Total cash, cash equivalents, and restricted cash $ 35,126 $ 2,184 Convertible Debentures The Company has elected the fair value option to account for the Convertible Debentures (as defined in Note 2 “ Liquidity and Going Concern ” below) that were issued in March and April 2023, as discussed further in Note 7. The Company recorded the Convertible Debentures at fair value upon issuance with changes in fair value recorded as change in fair value of convertible debentures in the unaudited condensed consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income. Interest expense related to the Convertible Debentures is included in the changes in fair value. As a result of applying the fair value option, direct costs and fees related to the Convertible Debentures were expensed as incurred. Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) , which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022. ASU 2021-08 should be applied prospectively to business combinations occurring on or after the adoption date. The Company adopted this guidance as of January 1, 2023 and the adoption did not have a material impact on the Company's unaudited condensed consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered when measuring fair value. Recognizing such a restriction as a separate unit of account is also not permitted. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company elected to early adopt this guidance as of January 1, 2023 and the adoption did not have a material impact on the Company's unaudited condensed consolidated financial statements.

Liquidity and Going Concern

Liquidity and Going Concern	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	2. Liquidity and Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management has assessed the Company’s ability to continue as a going concern for at least one year after the issuance date of the accompanying unaudited condensed consolidated financial statements. On November 17, 2022, the Company entered into a standby equity purchase agreement (the “Original Purchase Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). On February 8, 2023, the Company entered into an amended and restated standby equity purchase agreement with Yorkville (the “A&R Yorkville Purchase Agreement”), amending, restating and superseding the Original Purchase Agreement. On January 8, 2023, the Company entered into a standby equity purchase agreement (the “B. Riley Purchase Agreement” and together with A&R Yorkville Purchase Agreement, the “Standby Equity Purchase Agreements”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to each of the Standby Equity Purchase Agreements, the Company has the right, but not the obligation, to sell to each of Yorkville and B. Riley up to $ 500.0 million of shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) at its request any time during the 36 months following the date on which the registration statement related to each such purchase agreement was initially declared effective by the SEC, subject to certain conditions, which are discussed further in Note 8. As consideration for Yorkville’s and B. Riley’s respective commitment to purchase shares of Common Stock at the Company's direction, the Company issued 250,000 commitment shares to each of Yorkville (the “Yorkville Commitment Shares”) and B. Riley (the “B. Riley Commitment Shares”). On M arch 21, 2023, the Company entered into a securities purchase agreement with Yorkville (the “Securities Purchase Agreement”) pursuant to which the Company would issue and sell to Yorkville convertible debentures in an aggregate principal amount of up to $ 25.0 million (the “Convertible Debentures”). As of June 30, 2023 , Convertible Debentures in the principal amount of $ 25.0 million (for net cash proceeds of $ 24.0 million ) were issued and sold pursuant to the Securities Purchase Agreement, which is discussed further in Note 7. On June 27, 2023, Scilex Pharma entered into a Credit and Security Agreement (the “eCapital Credit Agreement”) with eCapital Healthcare Corp. (the “Lender”), pursuant to which the Lender shall make available loans (the “Revolving Facility”) in an aggregate principal amount of up to $ 30.0 million (the “Facility Cap”). The proceeds of the Revolving Facility will be used for (i) transaction fees incurred in connection with the eCapital Credit Agreement, (ii) working capital needs of Scilex Pharma and (iii) other uses not prohibited under the eCapital Credit Agreement. As of June 30, 2023, the Company has an outstanding balance of $ 15.9 million under the Revolving Facility. See Note 7 for additional discussion of the terms of the eCapital Credit Agreement. As of June 30, 2023, the Company’s negative working capital was $ 34.3 million , including cash and cash equivalents of approximately $ 34.1 million . During the six months ended June 30, 2023, the Company had operating losses of $ 48.3 million and cash flows used for operations o f $ 21.2 million . The Company had an accumulated deficit of $ 433.3 million as of June 30, 2023. The Company has plans to obtain additional resources to fund its currently planned operations and expenditures for at least twelve months from the issuance of these unaudited condensed consolidated financial statements through a combination of equity offerings, debt financings, collaborations, government contracts or other strategic transactions. The Company’s plans are also dependent upon the success of future sales of ZTlido and ELYXYB, which is still in the early stages of commercialization, and the future commercialization of GLOPERBA. Although the Company believes such plans, if executed, should provide the Company with financing to meet its needs, successful completion of such plans is dependent on factors outside the Company’s control. As a result, management has concluded that the aforementioned conditions, among other things, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the unaudited condensed consolidated financial statements are issued.

Acquisitions

Acquisitions	6 Months Ended
	Jun. 30, 2023
Disclosure Text Block [Abstract]
Acquisitions	3. Acquisitions SP-104 Acquisition In May 2022, the Company acquired the Delayed Burst Release Low Dose Naltrexone asset and intellectual property rights for the treatment of chronic pain, fibromyalgia and chronic post-COVID syndrome (collectively, the “SP-104 Assets”). Pursuant to the acquisition provisions, the Company is obligated to pay Aardvark Therapeutics, Inc. (“Aardvark”) (i) $ 3.0 million upon initial approval by the FDA of a new drug application for the SP-104 Assets (which amount may be paid in shares of Common Stock or cash, in the Company’s sole discretion) (the “Development Milestone Payment”) and (ii) $ 20.0 million in cash, upon achievement of certain net sales by the Company of a commercial product that uses the SP-104 Assets (the “Sales Milestone Payment”). The Company will also pay Aardvark certain royalties in the single digits based on percentages of annual net sales by the Company of a commercial product that uses the SP-104 Assets. The Sales Milestone Payment and sale volume-based future royalties were determined to meet a scope exception for derivative accounting and will not be recognized until the contingencies are realized. The SP-104 Development Milestone Payment represents a liability, which will be measured at fair value for each reporting period. As of June 30, 2023 and December 31, 2022, the contingent consideration associated with Development Milestones Payment was $ 0.2 million , recorded in the other long-term liabilities. GLOPERBA License Agreement In June 2022, the Company entered into a license agreement (the “Romeg License Agreement”) with RxOmeg Therapeutics, LLC (a/k/a Romeg Therapeutics, Inc.) (“Romeg”). Pursuant to the Romeg License Agreement, among other things, Romeg granted the Company (a) a transferable license, with the right to sublicense, to (i) commercialize the pharmaceutical product comprising liquid formulations of colchicine for the prophylactic treatment of gout in adult humans (the “Initial Licensed Product” or “GLOPERBA”) in the United States of America (including its territories) (the “GLOPERBA Territory”), (ii) develop other products comprising the Initial Licensed Product as an active pharmaceutical ingredient (the “Licensed Products”) and commercialize any such products and (iii) manufacture Licensed Products anywhere in the world, solely for commercialization in the GLOPERBA Territory; and (b) an exclusive, transferable license, with right to sublicense, to use the trademark GLOPERBA and logos, designs, translations, and modifications thereof in connection with the commercialization of the Initial Licensed Product solely in the GLOPERBA Territory. The Initial Licensed Product, GLOPERBA, was approved and made available in the United States in 2020. As consideration for the license under the Romeg License Agreement, the Company paid Romeg an up-front license fee of $ 2.0 million , and has agreed to pay Romeg (a) upon the Company’s achievement of certain net sales milestones, certain milestone payments in the aggregate amount of up to $ 13.0 million, (b) certain royalties in the mid-single digit to low-double digit percentages based on annual net sales of the Licensed Products by the Company during the applicable royalty term under the Romeg License Agreement, and (c) minimum quarterly royalty payments totaling $ 7.1 million commencing on the first year anniversary of the effective date of the Romeg License Agreement and ending on the later of (i) expiration of the last-to-expire of the licensed patents covering the Licensed Products in the GLOPERBA Territory or (ii) the tenth anniversary of the effective date of the Romeg License Agreement. In connection with the Romeg License Agreement, the Company recorded an intangible asset for acquired licenses of $ 5.7 million , which is comprised of the upfront license fee of $ 2.0 million and deferred consideration of $ 3.7 million that is the present value of the future minimum royalty payments and immaterial transaction costs. No contingent consideration was recognized as a liability or included in the fair value of the assets as of June 30, 2023 or December 31, 2022. ELYXYB Acquisition On February 12, 2023, the Company entered into an asset purchase agreement (the “ELYXYB APA”) with BioDelivery Sciences International, Inc. (“BDSI”) and Collegium Pharmaceutical, Inc. (“Collegium”, and together with BDSI, the “Sellers”) to acquire the rights to certain patents, trademarks, regulatory approvals, data, contracts, and other rights related to ELYXYB and its commercialization in the United States and Canada (the “ELYXYB Territory”). As consideration for the acquisition, the Company assumed various rights and obligations under the asset purchase agreement between BDSI and Dr. Reddy’s Laboratories Limited, a company incorporated under the laws of India (“DRL”), dated August 3, 2021 (the “DRL APA”), including an irrevocable, royalty-free, exclusive license to know-how and patents of DRL related to ELYXYB and necessary or used to exploit ELYXYB in the ELYXYB Territory. No cash consideration was or will be payable to Sellers for such acquisition; however, the obligations under the DRL APA that were assumed by the Company include contingent sales and regulatory milestone payments and sales royalties. The Company is also obligated to make quarterly royalty payments to DRL on net sales of ELYXYB in the ELYXYB Territory. In April 2023, the Company launched ELYXYB in the U.S. As of June 30, 2023, the Company had ending balances of accrued royalty payables of $ 27 thousand . As of June 30, 2023 , no sales or regulatory milestone payments had been accrued as there were no potential milestones yet considered probable of achievement.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	4. Fair Value Measurements The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and the level of inputs used in such measurements (in thousands): June 30, 2023 Balance Quoted Prices Significant Significant Unobservable Inputs (Level 3) Liabilities Convertible Debentures $ 18,440 $ — $ — $ 18,440 Derivative liabilities 6,566 — — 6,566 Other long-term liabilities 169 — — 169 Total liabilities measured at fair value $ 25,175 $ — $ — $ 25,175 December 31, 2022 Balance Quoted Prices Significant Significant Liabilities Derivative liabilities $ 1,231 $ — $ — $ 1,231 Other long-term liabilities 163 — — 163 Total liabilities measured at fair value $ 1,394 $ — $ — $ 1,394 Convertible Debentures In March and April 2023, the Company issued the Convertible Debentures in the principal amount of $ 25.0 million (see Note 7). The C onvertible Debentures are measured at fair value on a recurring basis using Level 3 inputs. The Company uses the Binomial Lattice Model valuation technique to measure the fair value of the convertible debentures with any changes in the fair value of the convertible debentures recorded in the unaudited condensed consolidated statements of operations. Interest expense related to the Convertible Debentures is included in the changes in fair value. As of June 30, 2023, the Company recorded $ 3.7 million in change in fair value of the convertible debentures. A summary of inputs used in valuing the Convertible Debentures is as follows: June 30, 2023 Risk -Free Rate 5.29 % Corporate Bond Yield 16.33 % Coupon Interest Rate 7.0 % Volatility 42.0 % Dividend Yield 0.0 % Conversion Price $ 8.00 Derivative Liabilities The Company recorded a loss of $ 0.1 million and $ 2.7 million for the three months ended June 30, 2023 and 2022, respectively, and a loss of $ 5.3 million and a gain of $ 4.8 million for the six months ended June 30, 2023 and 2022, respectively, on derivative liabilities which was attributed to the private placement warrants that the Company assumed from Vickers in November 2022 in connection with the Business Combination (“Private Warrants”), and compound derivative liabilities associated with the senior secured notes issued by Scilex Pharma in September 2018 (the “Scilex Pharma Notes”), respectively. At the closing of the Business Combination in November 2022, the Company assumed a derivative warrant liability of $ 2.5 million related to Private Warrants. The fair value of derivative warrant liability related to Private Warrants was $ 6.6 million as of June 30, 2023. The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the six months ended June 30, 2023 (in thousands): Fair Value Ending Balance as of December 31, 2022 $ 1,231 Change in fair value measurement 5,335 Ending Balance as of June 30, 2023 $ 6,566 Warrant Liability Measurement The derivative warrant liability was valued using the Black-Scholes option pricing model, which is considered to be Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the warrant is the expected volatility of the Common Stock. The expected volatility assumption is based on historical volatilities of comparable companies whose share prices are publicly available as well as the implied volatility of the Public Warrants, described in Note 8 of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K . A su mmary of the inputs used in valuing the derivative warrant liabilities is as follows: June 30, December 31, 2023 2022 Equity value $ 5.57 $ 3.99 Exercise price $ 11.50 $ 11.50 Term, in years 4.36 4.86 Volatility 55.0 % 35.0 % Risk-free rate 4.20 % 3.94 % Dividend yield 0.0 % 0.0 % Call option value $ 1.60 $ 0.30 Contingent Consideration Related to SP-104 Acquisition The Development Milestone Payment related to the SP-104 Assets represents an obligation to potentially settle a fixed value in a variable number of shares of Common Stock and requires remeasurement at fair value through settlement. Upon the achievement of FDA approval for a new drug application for SP-104, the Company will transfer $ 3.0 million in cash or shares of Common Stock, at the discretion of the Company. The fair value of the contingent consideration liability associated with Development Milestone Payment was estimated using a probability-weighted discounted cash flow method. Significant unobservable inputs assu mptions included the likelihood of receiving FDA approval for SP-104, expected timing for receipt of FDA approval for SP-104, and a discount rate of 10.6 % . As of June 30, 2023 and December 31, 2022, the fair value of contingent consideration related to the Development Milestone Payment was $ 0.2 million .

Balance Sheet Components

Balance Sheet Components	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	5. Balance Sheet Components Property and equipment, net Property and equipment, net consists of the following (in thousands): June 30, December 31, 2023 2022 Construction in progress $ 689 $ 689 Furniture 118 118 Computers and equipment 85 77 Leasehold improvements 55 55 Property and equipment, gross 947 939 Less: Accumulated depreciation ( 187 ) ( 167 ) Property and equipment, net $ 760 $ 772 Depreciation expense was $ 10 thousand and $ 20 thousand for both of the three and six months ended June 30, 2023 and 2022, respectively. Accrued Expenses Accrued expenses consists of the following (in thousands): June 30, December 31, 2023 2022 Accrued professional service fees $ 2,783 $ 2,024 Accrued sales and marketing costs 1,524 574 Accrued research and development costs 564 459 Accrued others 78 79 Accrued expenses $ 4,949 $ 3,136

Goodwill and Intangible Assets

Goodwill and Intangible Assets	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	6. Goodwill and Intangible Assets As of June 30, 2023 and December 31, 2022, the Company had recorded goodwill of $ 13.5 million . No goodwill impairment was recognized for the six months ended June 30, 2023 and 2022. Amortization of the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives. A summary of the Company’s identifiable intangible assets as of June 30, 2023 and December 31, 2022 is as follows (in thousands): June 30, 2023 Gross Carrying Amount Accumulated Amortization Intangibles, net Patent rights $ 32,630 $ 14,503 $ 18,127 Acquired technology 21,940 6,947 14,993 Acquired licenses 5,711 368 5,343 Assembled workforce 500 425 75 Total intangible assets $ 60,781 $ 22,243 $ 38,538 December 31, 2022 Gross Carrying Amount Accumulated Amortization Intangibles, net Patent rights $ 32,630 $ 13,415 $ 19,215 Acquired technology 21,940 6,216 15,724 Acquired licenses 5,711 184 5,527 Assembled workforce 500 375 125 Total intangible assets $ 60,781 $ 20,190 $ 40,591 As of June 30, 2023, the weighted average remaining life for identifiable intangible assets was 9.9 years. Aggregate amortization expense was $ 1.0 million and $ 2.1 million for the three and six months ended June 30, 2023, respectively. Aggregate amortization expense was $ 0.9 million and $ 1.9 million for the three and six months ended June 30, 2022, respectively. Estimated future amortization expense related to intangible assets as of June 30, 2023 is as follows (in thousands): Amount 2023 (Remainder of 2023) $ 2,053 2024 4,031 2025 4,006 2026 4,006 2027 4,006 Thereafter 20,436 Total $ 38,538

Debt

Debt	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Debt	7. Debt Convertible Debentures On March 21, 2023, the Company entered into the Securities Purchase Agreement with Yorkville pursuant to which the Company would issue and sell to Yorkville Convertible Debentures in an aggregate principal amount of up to $ 25.0 million. The Securities Purchase Agreement provides that the Convertible Debentures will be issued and sold at a purchase price equal to 96 % of the applicable principal amount in three tranches as follows: (i) $ 10.0 million upon the signing of the Securities Purchase Agreement, which was funded on March 21, 2023, (ii) $ 7.5 million upon the filing of a registration statement on Form S-1 with the SEC to register the resale by Yorkville of any shares of Common Stock issuable upon conversion of the Convertible Debentures under the Securities Act and (iii) $ 7.5 million at the time such registration statement is declared effective by the SEC. The Convertible Debentures bear interest at an annual rate of 7.00 % and will mature on December 21, 2023 . The outstanding principal amount is to be repaid in equal installments that are due every 30 days beginning on May 20, 2023, which is 60 days after the date on which the first Convertible Debenture was issued to Yorkville. The Convertible Debentures provide a conversion right, in which any portion of the outstanding and unpaid principal and any accrued but unpaid interest, may be converted into shares of Common Stock, at a conversion price of $ 8.00 per share at the option of the holder of the Convertible Debentures. The Company has the option to repay either (i) in cash, with premium equal to 5 % in respect of the principal amount of such payment, or (ii) by submitting a notice for an advance under the A&R Yorkville Purchase Agreement , or a series of advances thereunder, or any combination of (i) or (ii) as determined by the Company. In the case of (ii), the proceeds from the shares sold to Yorkville are applied against the outstanding amounts. The Company has the right, but not the obligation, in its sole discretion, to redeem, upon five business days’ prior written notice to Yorkville (the “Redemption Notice”), all or any portion of the amounts outstanding under the Convertible Debentures; provided that the trading price of the Common Stock is less than the Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 10 % of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount. Pursuant to the Securities Purchase Agreement with Yorkville, the Company issued additional Convertible Debentures in an aggregate principal amount of $ 15.0 million in April 2023 for $ 14.4 million in net cash proceeds. In April 2023, Yorkville elected to convert $ 5.0 million of the outstanding principal and accrued interest of the first Convertible Debentures issued to Yorkville, resulting in the issuance of 632,431 shares of Common Stock at a conversion price of $ 8.00 per share and reducing the outstanding Convertible Debentures balance by $ 7.7 million. The Company repaid $ 1.3 million of Convertible Debentures in June 2023. Interest expense related to the Convertible Debentures and included in the changes in fair value was $ 288 thousand for the three and six months ended June 30, 2023. The following table provides a summary of the changes in the balance and the estimated fair value of the Convertible Debentures (in thousands): June 30, 2023 Beginning Balance as of January 1, 2023 $ — Issuance of Convertible Debentures 24,000 Repayment of Convertible Debentures ( 1,285 ) Change in fair value of Convertible Debentures 3,460 Conversion of Convertible Debentures into Common Stock ( 7,735 ) Ending Balance as of June 30, 2023 $ 18,440 Revolving Credit Facility On June 27, 2023, Scilex Pharma entered into the eCapital Credit Agreement pursuant to which the Lender shall make available loans (the “Revolving Facility”) in an aggregate principal amount of up to $ 30.0 million . The Facility Cap may, at the request of Scilex Pharma and with the consent of the Lender, be increased in increments of $ 250,000 at such time as the outstanding principal balance under the eCapital Credit Agreement equals or exceeds 95 % of the then-existing Facility Cap. The amount available to Scilex Pharma under the Revolving Facility at any one time is the lesser of the Facility Cap and 85 % of the “Net Collectible Value” of “Eligible Receivables” minus the amount of any reserves or adjustments against receivables required by the Lender, in its discretion. Under the terms of the eCapital Credit Agreement, interest will accrue daily on the principal amount outstanding at a rate per annum equal to the Wall Street Journal Prime Rate plus 1.5 % , based on a year consisting of 360 days, and which shall be payable by Scilex Pharma monthly in arrears, commencing July 1, 2023. The Credit Agreement provides for an early termination fee of 0.5 % of the Facility Cap if Scilex Pharma voluntarily prepays and terminates in full the Revolving Facility prior to the first anniversary of the closing of the Revolving Facility. In connection with the eCapital Credit Agreement, Scilex Pharma and the Lender entered into blocked account control agreements with respect to Scilex Pharma’s collections and eCapital Credit Agreement funding accounts, which permit the Lender to sweep all funds in the collections account to an account of the Lender for application to the outstanding amounts under the Revolving Facility, and to exercise customary secured party remedies with respect to the eCapital Credit Agreement funding account. All indebtedness incurred and outstanding under the eCapital Credit Agreement will be due and payable in full on July 1, 2026, unless the eCapital Credit Agreement is earlier terminated. The eCapital Credit Agreement contains a financial covenant requiring Scilex Pharma to maintain cash on hand of at least $ 1.0 million at all times. Scilex Pharma’s obligations under the eCapital Credit Agreement are secured by a continuing security interest in Scilex Pharma’s accounts receivable, arising from customers in the ordinary course of business. The eCapital Credit Agreement contains customary events of default and also provides that an event of default includes a change of control of Scilex Pharma and the failure by the Company to issue at least $ 75.0 million of debt or equity by September 30, 2023. As of June 30, 2023, Scilex Pharma has an outstanding balance of $ 15.9 million under the Revolving Facility, which is classified as current liabilities in the unaudited condensed consolidated balance sheet.

Shareholders' Equity

Shareholders' Equity	6 Months Ended
	Jun. 30, 2023
Stockholders' Equity Note [Abstract]
SHAREHOLDERS’ EQUITY	8. Stockholders’ Equity Public Warrants and Private Warrants Upon completion of the Business Combination, the Company assumed the Private Warrants and the public warrants to purchase Common Stock (the “Public Warrants”, and together with the Private Warrants, the “Warrants”). Holders of the Warrants are entitled to acquire shares of Common Stock. The Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Each Warrant entitles the holder to purchase one share of Common Stock for $ 11.50 per share. If the reported last sale price of the Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the Public Warrants at a price of $ 0.01 per warrant upon not less than 30 days’ prior written notice. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis. The Company will not be required to net cash settle the Warrants. As of June 30, 2023 and December 31, 2022, there were 6,854,309 and 6,899,988 Public Warrants outstanding, respectively. As of each of June 30, 2023 and December 31, 2022, there were 4,104,000 Private Warrants outstanding. A&R Yorkville Purchase Agreement Pursuant to the A&R Yorkville Purchase Agreement, the Company has the right, but not the obligation, in its sole and absolute discretion, to sell to Yorkville up to $ 500.0 million of shares of Common Stock at its request and subject to certain conditions by delivering written notice to Yorkville at any time until the first day of the month following the 36-month anniversary of the date on which the Company’s registration statement on Form S-1 registering such shares has been declared effective by the SEC. Pursuant to the A&R Yorkville Purchase Agreement, the shares of Common Stock, if any, that the Company elects to sell to Yorkville pursuant to a sale of Common Stock will be purchased at a price equal to 98 % of the VWAP (as defined below) during the applicable pricing period for such advance, which shall be the period commencing upon receipt by Yorkville of an advance notice from the Company (or the open of regular trading hours, if later) and ending on 4:00 p.m. on the same day. For purposes of the A&R Yorkville Purchase Agreement, “VWAP” means, for a specified period, the volume weighted average price of the Common Stock on the Nasdaq Capital Market for such period as reported by Bloomberg L.P. through its “AQR” function. Pursuant to the terms of the Original Purchase Agreement, the Company filed a registration statement on Form S-1 (File No. 333-268607) (as it may be amended or supplemented from time to time, the “Yorkville Registration Statement”) related to the Original Purchase Agreement with the SEC on November 30, 2022 (following the execution of the Original Purchase Agreement). The Yorkville Registration Statement was initially declared effective by the SEC on December 9, 2022. In connection with the execution of the Original Purchase Agreement, the Company issued to Yorkville 250,000 shares of Common Stock. During the six months ended June 30, 2023, the Company sold 2,167,604 shares of Common Stock pursuant to the A&R Yorkville Purchase Agreement for aggregate net proceeds of $ 15.1 million . B. Riley Purchase Agreement Pursuant to the B. Riley Purchase Agreement, the Company has the right, but not the obligation, to sell to B. Riley up to $ 500.0 million of shares of Common Stock, subject to certain limitations and conditions set forth therein, from time to time at the Company’s sole and absolute discretion, during the term of the B. Riley Purchase Agreement. The Company’s right to sell shares of Common Stock pursuant to the B. Riley Purchase Agreement shall end on the first day of the month following the 36-month anniversary of the date on which the B. Riley Registration Statement (as defined below) was initially declared effective by the SEC. Pursuant to the terms of the B. Riley Purchase Agreement, the Company filed a registration statement on Form S-1 (File No. 333-269205) (as it may be amended or supplemented from time to time, the “B. Riley Registration Statement”) related to the B. Riley Purchase Agreement with the SEC on January 12, 2023 (following the execution of the B. Riley Purchase Agreement). The B. Riley Registration Statement was initially declared effective by the SEC on January 20, 2023. The shares of Common Stock, if any, that the Company elects to sell to B. Riley pursuant to an advance under the B. Riley Purchase Agreement will be purchased at a price equal to 98 % of the VWAP (as defined in such agreement) during the pricing period prescribed therein. In connection with the execution of the B. Riley Purchase Agreement, the Company issued to B. Riley 250,000 shares of Common Stock. Subsequent to the execution of the B. Riley Purchase Agreement and as of June 30, 2023, the Company sold an aggregate of 127,241 shares of Common Stock for aggregate net proceeds of $ 1.0 million .

Stock Incentive and Employee Be

Stock Incentive and Employee Benefit Plans	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock Incentive and Employee Benefit Plans	9. Stock Incentive and Employee Benefit Plan 2017 Scilex Pharmaceuticals Inc. Equity Incentive Plan In June 2017, the Board of Directors of the Company adopted the Scilex Pharmaceuticals Inc. Equity Incentive Plan (the “Scilex Pharma 2017 Plan”). In connection with the corporate reorganization in March 2019, the Scilex Pharma 2017 Plan was terminated. Accordingly, after such time, no additional awards were granted under the Scilex Pharma 2017 Plan. Scilex Holding Company 2019 Stock Option Plan In May 2019, the Board of Directors of the Company adopted the Scilex Holding Company 2019 Stock Option Plan (the “2019 Stock Option Plan”) which subsequently was amended in December 2020. The 2019 Stock Option Plan was terminated at the closing of the Business Combination, and no further awards have been granted under the 2019 Stock Option Plan thereafter. However, the 2019 Stock Option Plan will continue to govern outstanding awards granted thereunder. Scilex Holding Company 2022 Equity Incentive Plan In October 2022, the Board of Directors of the Company adopted the Scilex Holding Company 2022 Equity Incentive Plan (the “Equity Incentive Plan”). The total number of shares of Common Stock for which incentive stock options (“ISOs”) may be granted under the Equity Incentive Plan is not to exceed 20,276,666 shares which was increased from 14,622,712 as a result of the automatic annual increase on January 1, 2023 pursuant to the Equity Incentive Plan provisions. On May 4, 2023, the Company’s stockholders approved the amendment to the Equity Incentive Plan to (i) increase the number of shares authorized for issuance thereunder by 10,000,000 shares from 20,276,666 shares to 30,276,666 shares, (ii) increase the number of shares authorized for issuance thereunder pursuant to the exercise of ISOs to 30,276,666 shares, and (iii) modify the commencement date of the automatic increase in the number of shares authorized for issuance thereunder pursuant to the exercise of ISOs to January 1, 2024. As of June 30, 2023, options to purchase 31,353,086 shares of Common Stock were outstanding under all equity incentive plans. Scilex Holding Company 2023 Inducement Plan On January 17, 2023, the compensation committee of the Board of Directors of the Company adopted the Scilex Holding Company 2023 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity-based awards in the form of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other awards solely to prospective employees of the Company or an affiliate of the Company provided that certain criteria are met. The initial maximum number of shares available for grant under the Inducement Plan is 1,400,000 shares of Common Stock (subject to adjustment for recapitalizations, stock splits, reorganizations and similar transactions). No awards were granted under the Inducement Plan during the six months ended June 30, 2023. Option Valuation The Company calculates the fair value of stock-based compensation awards granted to employees and nonemployees using the Black-Scholes option-pricing method. The Black-Scholes option-pricing method requires the use of subjective assumptions, including stock price volatility, the expected life of stock options, risk free interest rate and the fair value per share of the underlying Common Stock on the date of grant. The assumptions used in the Black-Scholes option-pricing method related to options issued to employees and nonemployees for the six months ended June 30, 2023 are set forth below: Six Months Ended June 30, 2023 Expected dividend yield 0.00 % Expected stock-price volatility 40.00 % Risk-free interest rate 3.59 % - 3.91 % Term of options 6.25 Fair value per share of common stock on date of grant $ 7.27 - $ 8.08 Exercise price $ 7.27 - $ 8.08 The following table summarizes stock option activity during the six months ended June 30, 2023 (shares in thousands): Options Weighted-Average Exercise Price Weighted-Average Aggregate Intrinsic Value Outstanding as of December 31, 2022 16,939 $ 1.68 7.0 $ 38,942 Granted 14,820 $ 8.08 Exercised ( 128 ) $ 1.73 Forfeited/Cancelled ( 278 ) $ 7.51 Outstanding as of June 30, 2023 31,353 $ 4.66 7.7 $ 65,119 Exercisable as of June 30, 2023 17,099 $ 2.26 6.4 $ 60,440 Intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the Common Stock for the options that had exercise prices that were lower than the per share fair value of the Common Stock as of the measurement date of the intrinsic value. The weighted-average grant date fair value per share of stock options granted during the six months ended June 30, 2023 was $ 3.66 per share. The total intrinsic value of options exercised during the six months ended June 30, 2023 was $ 0.8 million . Total stock-based compensation recorded within operating expenses was $ 3.6 million and $ 1.4 million for the three months ended June 30, 2023 and 2022, respectively, and $ 7.3 million and $ 2.8 million for the six months ended June 30, 2023 and 2022, respectively. The total unrecognized compensation costs related to unvested employee and non-employee stock option grants as of June 30, 2023 were $ 52.3 million, which the Company expects to recognize over a weighted-average period of approximately 3.4 years. Scilex Holding Company 2022 Employee Stock Purchase Plan On October 17, 2022, the Board of Directors of the Company adopted the Scilex Holding Company 2022 Employee Stock Purchase Plan (the “ESPP”). As of June 30, 2023, the total number of shares of the Common Stock that may be issued under the ESPP shall not exceed 2,875,759 , which was increased from 1,462,271 shares as a result of automatic annual increase on January 1, 2023. As of June 30, 2023 , there were no shares of Common Stock issued under the ESPP. Employee Benefit Plan The Company maintains a defined contribution 401(k) plan available to eligible employees, which is administered by Sorrento. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company made matching contributions to the 401(k) plan totaling $ 0.2 million for each of the six months ended June 30, 2023 and 2022, respectively. Retainer Shares On February 13, 2023, the Company entered into a Stock Issuance Agreement (the “SIA”) with a law firm for the provision of legal services to the Company. Under the SIA, the Company issued 4,000,000 shares of Common Stock to the law firm (the “Retainer Shares”). The Retainer Shares are held by the law firm as collateral for the current and future outstanding legal fees due from the Company. At the option of the law firm, the Retainer Shares may be sold and the net proceeds may be applied against the outstanding legal fees. The Retainer Shares not applied against the outstanding legal fees due will be returned to the Company. As of June 30, 2023, it was not probable that any of the Retainer Shares would be applied against any outstanding legal fees and the aggregate amount of $ 1.6 million due by the Company to the law firm was included in accounts payable in the accompanying unaudited condensed consolidated balance sheet as of June 30, 2023. The outstanding balance due was paid in full in July 2023.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	10. Commitments and Contingencies Product Development Agreement In February 2013, Scilex Pharma became a party to a product development agreement (as amended, the “Product Development Agreement”) with Itochu and Oishi Koseido Co., Ltd. (“Oishi,” and together with Itochu, the “Developers”), pursuant to which the Developers will manufacture and supply lidocaine tape products, including ZTlido and SP-103 (the “Products”), for Scilex Pharma. The Developers initially developed and have intellectual property rights relating to the Products. Pursuant to the Product Development Agreement, Scilex Pharma acquired an exclusive right to develop and commercialize the Products worldwide except for Japan. The Developers are responsible for sourcing and supplying lidocaine for development and commercialization purposes. Pursuant to the Product Development Agreement, Scilex Pharma is required to make aggregate royalty payments between 25 % and 35 % to the Developers based on net profits. For the six months ended June 30, 2023, Scilex Pharma made royalty payments in the amount of $ 4.3 million . As of June 30, 2023 and December 31, 2022, Scilex Pharma had ending balances of accrued royalty payables of $ 2.3 million and $ 2.2 million, respectively. Net profits are defined as net sales, less cost of goods and marketing expenses. Net sales are defined as total gross sales of any Product, less all applicable deductions, to the extent accrued, paid or allowed in the ordinary course of business with respect to the sale of such Product, and to the extent that they are in accordance with GAAP. If Scilex Pharma were to sublicense the licensed technologies, the Developers will receive the same proportion of any sublicensing fees received therefrom. The Product Development Agreement will continue in full force and effect until October 2, 2028 , the date that is ten years from the date of the first commercial sale of ZTlido. The Product Development Agreement will renew automatically for subsequent successive one-year renewal periods unless Scilex Pharma or the Developers terminate it upon 6-month written notice. On February 16, 2017, Scilex Pharma entered into a Commercial Supply Agreement (as amended, the “Supply Agreement”) with the two Developers to provide commercial supply of ZTlido and SP-103 to Scilex Pharma. The Supply Agreement contains standard terms regarding term, termination, payment, product quality and supply. In addition, the agreement provides additional terms regarding the calculation and amount of marketing expenses that may be deducted from net sales for purposes of determining the amount of net profit under the Product Development Agreement. Litigation In the normal course of business, the Company may be named as a defendant in one or more lawsuits. Other than the following three lawsuits, the Company is not a party to any outstanding material litigation and management is not aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations. From time to time the Company may become involved in various legal proceedings, including those that may arise in the ordinary course of business. Sanofi-Aventis U.S. LLC and Hisamitsu America, Inc. Litigation On February 23, 2021, the Company filed an action in the U.S. District Court for the Northern District of California against Sanofi-Aventis U.S. LLC and Hisamitsu America, Inc., two manufacturers of over-the-counter (“OTC”) lidocaine patch products, alleging, among other things, false and deceptive advertising and unfair competition under the Lanham Act and California state laws by those companies regarding their respective OTC patch products (the “Sanofi-Aventis & Hisamitsu Litigation”). This lawsuit seeks, among other relief, damages and an injunction enjoining the defendants from continuing to make false or misleading statements of fact about their respective OTC lidocaine patch products. The defendants have filed motions to dismiss, which have narrowed slightly the Company's claims, but which motions the court has largely rejected. Discovery is proceeding. The case is currently scheduled for trial to begin on June 3, 2024. The Company cannot make any predictions about the outcome in this matter or the timing thereof. Former Employee Litigation On March 12, 2021, the Company filed an action in the Delaware Court of Chancery against Anthony Mack, former President of Scilex Pharma, and Virpax Pharmaceuticals, Inc. (“Virpax”), a company now headed by Mr. Mack, alleging, among other things, breach by Mr. Mack of his non-compete agreement with the Company, breach of fiduciary duty, and tortious interference by Virpax with that non-compete agreement (the “Former Employee Litigation”). This lawsuit seeks, among other relief, damages and an injunction enjoining Mr. Mack from further violating his non-compete agreement and enjoining Virpax from tortiously interfering with Mr. Mack’s non-compete agreement. The case was tried from September 12, 2022 to September 14, 2022. Post-trial briefing and closing arguments have been concluded and the case is under submission to the Court. The Company cannot make any predictions about the outcome in this matter or the timing thereof. ZTlido Patent Litigation On June 22, 2022, the Company filed a complaint against Aveva Drug Delivery Systems, Inc., Apotex Corp., and Apotex, Inc. (together, “Apotex”) in the U.S. District Court for the Southern District of Florida (the “ZTlido Patent Litigation”) alleging infringement of certain Orange Book listed patents covering ZTlido (the “ZTlido Patents”). The ZTlido Patent Litigation was initiated following the submission by Apotex, in accordance with the procedures set out in the Hatch-Waxman Act, of an abbreviated new drug application (“ANDA”). Apotex’s ANDA seeks approval to market a generic version of ZTlido prior to the expiration of the ZTlido Patents and alleges that the ZTlido Patents are invalid, unenforceable, and/or not infringed. The Company is seeking, among other relief, an order that the effective date of any FDA approval of Apotex’s ANDA be no earlier than the expiration of the asserted patents listed in the Orange Book, the latest of which expires on May 10, 2031, and such further and other relief as the court may deem appropriate. Apotex is subject to a 30-month stay preventing it from selling a generic version of ZTlido during that time. The stay should expire no earlier than November 11, 2024. Trial in the ZTlido Patent Litigation has been scheduled for June 3, 2024. The Company cannot make any predictions about the final outcome of this matter or the timing thereof. Operating Leases The Company leases administrative and research and development facilities under various non-cancelable lease agreements. Facility leases generally provide for periodic rent increases and may include options to extend. As of June 30, 2023, the Company’s leases have remaining lease terms of approximately 1.2 to 4.3 years. Th e terms of the Company’s leases, ranging from 3 to 5 years, include extension options that were not reasonably certain to be exercised. Many of the Company’s leases are subject to variable lease payments. Variable lease payments are recognized in the period in which the obligations for those payments are incurred, are not included in the measurement of the right-of-use (“ROU ”) assets or lease liabilities, and are immaterial. Additionally, the Company subleases certain properties to third parties. Sublease income is recognized on a straight-line basis and is immaterial. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company calculates the associated lease liability and corresponding ROU asset upon lease commencement using a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. As of June 30, 2023 , the Company has no finance leases . In April 2023, the Company modified the lease term for its principal executive offices located in Palo Alto, California. The modification extended the lease term for an additional three years, with the lease term expiring in September 2027. As a result of the modification, the Company recognized additional ROU assets and corresponding lease liabilities of $ 2.5 million . The lease expense was $ 0.3 million and $ 0.2 million for the three months ended June 30, 2023 and 2022, respectively, and $ 0.5 million and $ 0.3 million for the six months ended June 30, 2023 and 2022, respectively. The lease expense included variable lease costs, sublease income and impairment, which were immaterial for the periods presented. Supplemental quantitative information related to leases includes the following: Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ ( 474 ) $ ( 334 ) Weighted average remaining lease term in years — operating leases 4.0 2.3 Weighted average discount rate — operating leases 11.1 % 11.8 % Approximate future minimum lease payments under operating leases were as follows (in thousands): Amount 2023 (Remainder of 2023) $ 547 2024 1,042 2025 916 2026 944 2027 724 Total lease payments 4,173 Less imputed interest ( 803 ) Total lease liabilities 3,370 Less current portion of lease liability 776 Lease liability, net of current portion $ 2,594

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	11. Related Party Transactions As of June 30, 2023 , the Company had a $ 3.2 million receivable from Sorrento, which was fully reserved. The Company evaluates the collectability of this receivable on a quarterly basis. As of June 30, 2023 , the Company had $ 1.0 million in payables to Sorrento.

Loss Per Share

Loss Per Share	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Loss Per Share	12. Loss Per Share The following table sets forth the reconciliation of basic and diluted loss per share for the three and six months ended June 30, 2023 and 2022 (in thousands except per share data): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss for basic loss per share available to common stockholders $ ( 26,649 ) $ ( 17,838 ) $ ( 57,402 ) $ ( 26,981 ) Net loss for diluted loss per share available to common stockholders $ ( 26,649 ) $ ( 17,838 ) $ ( 57,402 ) $ ( 26,981 ) Weighted average number of shares outstanding - basic 142,626 133,060 142,146 133,043 Effect of dilutive securities — — — — Weighted average number of shares and assumed conversions - diluted 142,626 133,060 142,146 133,043 Loss per share Basic $ ( 0.19 ) $ ( 0.13 ) $ ( 0.40 ) $ ( 0.20 ) Diluted $ ( 0.19 ) $ ( 0.13 ) $ ( 0.40 ) $ ( 0.20 ) The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: June 30, December 31, 2023 2022 Stock options 31,353,086 16,939,093 Public Warrants 6,854,309 6,899,988 Private Warrants 4,104,000 4,104,000 Retainer shares 4,000,000 — Convertible Debentures 2,343,750 — Total 48,655,145 27,943,081

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events The Company has evaluated subsequent events for recognition and disclosure purposes in the unaudited condensed consolidated financial statements as of June 30, 2023. Except as described below, or as otherwise indicated in the footnotes, the Company has concluded that no events or transactions have occurred that require disclosure. Junior Debtor-in-Possession Financing On July 5, 2023, the Company and Sorrento (together with its wholly-owned direct subsidiary, Scintilla Pharmaceuticals, Inc., the “Debtors”), executed that certain Debtor-in-Possession (the “DIP”) Term Loan Facility Summary of Terms and Conditions (the “Junior DIP Term Sheet”), pursuant to which the Company provided the Debtors with a non-amortizing super-priority junior secured term loan facility in an aggregate principal amount not to exceed the sum of (i) $ 20.0 million (the “Base Amount”), plus (ii) the amount of the commitment fee and the funding fee, each equal to 1 % of the Base Amount, plus (iii) the amount of the DIP Lender Holdback (as defined in the interim order entered at a hearing before the Bankruptcy Court on July 5, 2023) (the “Junior DIP Facility”). The Company funded the Junior DIP Facility with cash on hand, including a portion from the net proceeds from the Revolving Facility, that were distributed to the Company by its wholly owned subsidiary, Scilex Pharma. The Junior DIP Facility bears interest at a per annum rate of 12.00 % payable in kind on the first day of each month in arrears and on the DIP Termination Date (as defined in the Junior DIP Term Sheet). Upon repayment or satisfaction of the DIP Loans (as defined in the Junior DIP Term Sheet) in whole or in part, the Debtors shall pay to the Company in cash an exit fee equal to 2.00 % of the aggregate principal amount of the Junior DIP Facility. The Junior DIP Facility matures on the earliest of: (i) September 30, 2023; (ii) the effective date of any Chapter 11 plan of reorganization with respect to the Debtors; (iii) the consummation of any sale or other disposition of all or substantially all of the assets of the Debtors; (iv) the date of the acceleration of the DIP Loans and the termination of the DIP Commitments (as defined in the Junior DIP Term Sheet) in accordance with the DIP Documents (as defined in the Junior DIP Term Sheet) ; and (v) dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy Code.

Nature of Operations and Basi_2

Nature of Operations and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, include all adjustments of a normal recurring nature necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations and cash flows. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on March 7, 2023 (the “Annual Report on Form 10-K”). The interim results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Use of Estimates	Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates.
Customer Concentration Risk	Customer Concentration Risk The Company had three customers during the three and six months ended June 30, 2023 , each of which individually generated 10 % or more of the Company’s total revenue. These customers accounted for 88 % and 85 % of the Company’s revenue for the three and six months ended June 30, 2023, respectively, individually ranging from 24 % to 32 % and 22 % to 32 % , respectively. As of June 30, 2023, these customers represented 95 % of the Company’s outstanding accounts receivable, individually ranging between 25 % to 36 % . Additionally, during the six months ended June 30, 2023 and 2022, the Company purchased inventory from its sole supplier, Itochu Chemical Frontier Corporation (“Itochu”). This exposes the Company to concentration of customer and supplier risk. The Company monitors the financial condition of its customers, limits its credit exposure by setting credit limits, and has not experienced any credit losses during the six months ended June 30, 2023 and 2022.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments that are readily convertible into cash without penalty and with original maturities of three months or less at the date of purchase to be cash equivalents. The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents are valued at cost, which approximate their fair value. Restricted cash for the periods presented consist of deposits placed in a segregated bank account as required under the terms of the Credit and Security Agreement, dated as of June 27, 2023, between Scilex Pharma and eCapital Healthcare Corp., which is discussed further in Note 7. Restricted cash is recorded as other long-term assets within the Company’s unaudited condensed consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets that together reflect the same amounts shown in the unaudited condensed consolidated statements of cash flows (in thousands): As of June 30, As of December 31, 2023 2022 Cash and cash equivalents $ 34,122 $ 2,184 Restricted cash 1,004 — Total cash, cash equivalents, and restricted cash $ 35,126 $ 2,184
Fair Value of Financial Instruments	Fair Value Measurements Financial assets and liabilities are recorded at fair value on a recurring basis in the condensed consolidated balance sheets. The carrying values of Company’s financial assets and liabilities, including cash and cash equivalents, restricted cash, prepaid and other current assets, accounts payable and accrued expenses approximate to their fair value due to the short-term nature of these instruments. The fair value of the Company’s term loan approximates its carrying value, or amortized cost, due to the prevailing market rates of interest it bears. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 - Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 - Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Significant Accounting Policies	Significant Accounting Policies There have been no significant changes to the accounting policies during the three and six months ended June 30, 2023, as compared to the significant accounting policies described in Note 1 of the Notes to Consolidated Financial Statements in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K, except for the policy titled “ Convertible Debentures ” below.
Convertible Debentures	Convertible Debentures The Company has elected the fair value option to account for the Convertible Debentures (as defined in Note 2 “ Liquidity and Going Concern ” below) that were issued in March and April 2023, as discussed further in Note 7. The Company recorded the Convertible Debentures at fair value upon issuance with changes in fair value recorded as change in fair value of convertible debentures in the unaudited condensed consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income. Interest expense related to the Convertible Debentures is included in the changes in fair value. As a result of applying the fair value option, direct costs and fees related to the Convertible Debentures were expensed as incurred.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) , which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022. ASU 2021-08 should be applied prospectively to business combinations occurring on or after the adoption date. The Company adopted this guidance as of January 1, 2023 and the adoption did not have a material impact on the Company's unaudited condensed consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered when measuring fair value. Recognizing such a restriction as a separate unit of account is also not permitted. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company elected to early adopt this guidance as of January 1, 2023 and the adoption did not have a material impact on the Company's unaudited condensed consolidated financial statements.

Nature of Operations and Basi_3

Nature of Operations and Basis of Presentation (Tables)	6 Months Ended
	Jun. 30, 2023
Cash and Cash Equivalents [Abstract]
Schedule of Cash and Cash Equivalents [Table Text Block]	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets that together reflect the same amounts shown in the unaudited condensed consolidated statements of cash flows (in thousands): As of June 30, As of December 31, 2023 2022 Cash and cash equivalents $ 34,122 $ 2,184 Restricted cash 1,004 — Total cash, cash equivalents, and restricted cash $ 35,126 $ 2,184

Summary of Significant Accounti

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of the reconciliation of basic and diluted loss per share	The following table sets forth the reconciliation of basic and diluted loss per share for the three and six months ended June 30, 2023 and 2022 (in thousands except per share data): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss for basic loss per share available to common stockholders $ ( 26,649 ) $ ( 17,838 ) $ ( 57,402 ) $ ( 26,981 ) Net loss for diluted loss per share available to common stockholders $ ( 26,649 ) $ ( 17,838 ) $ ( 57,402 ) $ ( 26,981 ) Weighted average number of shares outstanding - basic 142,626 133,060 142,146 133,043 Effect of dilutive securities — — — — Weighted average number of shares and assumed conversions - diluted 142,626 133,060 142,146 133,043 Loss per share Basic $ ( 0.19 ) $ ( 0.13 ) $ ( 0.40 ) $ ( 0.20 ) Diluted $ ( 0.19 ) $ ( 0.13 ) $ ( 0.40 ) $ ( 0.20 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of fair value assets measured on a recurring basis	The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and the level of inputs used in such measurements (in thousands): June 30, 2023 Balance Quoted Prices Significant Significant Unobservable Inputs (Level 3) Liabilities Convertible Debentures $ 18,440 $ — $ — $ 18,440 Derivative liabilities 6,566 — — 6,566 Other long-term liabilities 169 — — 169 Total liabilities measured at fair value $ 25,175 $ — $ — $ 25,175 December 31, 2022 Balance Quoted Prices Significant Significant Liabilities Derivative liabilities $ 1,231 $ — $ — $ 1,231 Other long-term liabilities 163 — — 163 Total liabilities measured at fair value $ 1,394 $ — $ — $ 1,394
Schedule of convertible debentures	A summary of inputs used in valuing the Convertible Debentures is as follows: June 30, 2023 Risk -Free Rate 5.29 % Corporate Bond Yield 16.33 % Coupon Interest Rate 7.0 % Volatility 42.0 % Dividend Yield 0.0 % Conversion Price $ 8.00
Schedule of the derivative liabilities measured at fair value using significant unobservable inputs Level 3	The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the six months ended June 30, 2023 (in thousands): Fair Value Ending Balance as of December 31, 2022 $ 1,231 Change in fair value measurement 5,335 Ending Balance as of June 30, 2023 $ 6,566
Schedule of quantitative information regarding Level 3 fair value measurements	A su mmary of the inputs used in valuing the derivative warrant liabilities is as follows: June 30, December 31, 2023 2022 Equity value $ 5.57 $ 3.99 Exercise price $ 11.50 $ 11.50 Term, in years 4.36 4.86 Volatility 55.0 % 35.0 % Risk-free rate 4.20 % 3.94 % Dividend yield 0.0 % 0.0 % Call option value $ 1.60 $ 0.30

Balance Sheet Components (Table

Balance Sheet Components (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and equipment	Property and equipment, net consists of the following (in thousands): June 30, December 31, 2023 2022 Construction in progress $ 689 $ 689 Furniture 118 118 Computers and equipment 85 77 Leasehold improvements 55 55 Property and equipment, gross 947 939 Less: Accumulated depreciation ( 187 ) ( 167 ) Property and equipment, net $ 760 $ 772
Accrued expenses Textblock	Accrued expenses consists of the following (in thousands): June 30, December 31, 2023 2022 Accrued professional service fees $ 2,783 $ 2,024 Accrued sales and marketing costs 1,524 574 Accrued research and development costs 564 459 Accrued others 78 79 Accrued expenses $ 4,949 $ 3,136

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of identifiable intangible assets	A summary of the Company’s identifiable intangible assets as of June 30, 2023 and December 31, 2022 is as follows (in thousands): June 30, 2023 Gross Carrying Amount Accumulated Amortization Intangibles, net Patent rights $ 32,630 $ 14,503 $ 18,127 Acquired technology 21,940 6,947 14,993 Acquired licenses 5,711 368 5,343 Assembled workforce 500 425 75 Total intangible assets $ 60,781 $ 22,243 $ 38,538 December 31, 2022 Gross Carrying Amount Accumulated Amortization Intangibles, net Patent rights $ 32,630 $ 13,415 $ 19,215 Acquired technology 21,940 6,216 15,724 Acquired licenses 5,711 184 5,527 Assembled workforce 500 375 125 Total intangible assets $ 60,781 $ 20,190 $ 40,591
Estimated future amortization expense related to intangible assets	Estimated future amortization expense related to intangible assets as of June 30, 2023 is as follows (in thousands): Amount 2023 (Remainder of 2023) $ 2,053 2024 4,031 2025 4,006 2026 4,006 2027 4,006 Thereafter 20,436 Total $ 38,538

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schdule of convertible debentures	The following table provides a summary of the changes in the balance and the estimated fair value of the Convertible Debentures (in thousands): June 30, 2023 Beginning Balance as of January 1, 2023 $ — Issuance of Convertible Debentures 24,000 Repayment of Convertible Debentures ( 1,285 ) Change in fair value of Convertible Debentures 3,460 Conversion of Convertible Debentures into Common Stock ( 7,735 ) Ending Balance as of June 30, 2023 $ 18,440

Stock Incentive and Employee _2

Stock Incentive and Employee Benefit Plans (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Options Valuation Assumption Used	The assumptions used in the Black-Scholes option-pricing method related to options issued to employees and nonemployees for the six months ended June 30, 2023 are set forth below: Six Months Ended June 30, 2023 Expected dividend yield 0.00 % Expected stock-price volatility 40.00 % Risk-free interest rate 3.59 % - 3.91 % Term of options 6.25 Fair value per share of common stock on date of grant $ 7.27 - $ 8.08 Exercise price $ 7.27 - $ 8.08
Schedule of Stock Options Outstanding Activity	The following table summarizes stock option activity during the six months ended June 30, 2023 (shares in thousands): Options Weighted-Average Exercise Price Weighted-Average Aggregate Intrinsic Value Outstanding as of December 31, 2022 16,939 $ 1.68 7.0 $ 38,942 Granted 14,820 $ 8.08 Exercised ( 128 ) $ 1.73 Forfeited/Cancelled ( 278 ) $ 7.51 Outstanding as of June 30, 2023 31,353 $ 4.66 7.7 $ 65,119 Exercisable as of June 30, 2023 17,099 $ 2.26 6.4 $ 60,440

Commitments and Contingencies (

Commitments and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of Leases Supplemental Quantitative Information	Supplemental quantitative information related to leases includes the following: Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ ( 474 ) $ ( 334 ) Weighted average remaining lease term in years — operating leases 4.0 2.3 Weighted average discount rate — operating leases 11.1 % 11.8 %
Schedule of Lease Maturities of Lease Liabilities	Approximate future minimum lease payments under operating leases were as follows (in thousands): Amount 2023 (Remainder of 2023) $ 547 2024 1,042 2025 916 2026 944 2027 724 Total lease payments 4,173 Less imputed interest ( 803 ) Total lease liabilities 3,370 Less current portion of lease liability 776 Lease liability, net of current portion $ 2,594

Loss Per Share (Tables)

Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of the reconciliation of basic and diluted loss per share	The following table sets forth the reconciliation of basic and diluted loss per share for the three and six months ended June 30, 2023 and 2022 (in thousands except per share data): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss for basic loss per share available to common stockholders $ ( 26,649 ) $ ( 17,838 ) $ ( 57,402 ) $ ( 26,981 ) Net loss for diluted loss per share available to common stockholders $ ( 26,649 ) $ ( 17,838 ) $ ( 57,402 ) $ ( 26,981 ) Weighted average number of shares outstanding - basic 142,626 133,060 142,146 133,043 Effect of dilutive securities — — — — Weighted average number of shares and assumed conversions - diluted 142,626 133,060 142,146 133,043 Loss per share Basic $ ( 0.19 ) $ ( 0.13 ) $ ( 0.40 ) $ ( 0.20 ) Diluted $ ( 0.19 ) $ ( 0.13 ) $ ( 0.40 ) $ ( 0.20 )
Schedule of potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share	The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: June 30, December 31, 2023 2022 Stock options 31,353,086 16,939,093 Public Warrants 6,854,309 6,899,988 Private Warrants 4,104,000 4,104,000 Retainer shares 4,000,000 — Convertible Debentures 2,343,750 — Total 48,655,145 27,943,081

Nature of Operations and Basi_4

Nature of Operations and Basis of Presentation (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Description of Organization and Business Operations (Details) [Line Items]
Receivables	$ 3,200		$ 3,200
Shares issued, shares			250,000
Prepaid expenses and other	$ 4,447		$ 4,447	$ 4,810
Customer Concentration Risk [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of net revenue, sole distributor		10%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	88%		85%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Minimum [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	24%		22%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Maximum [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	32%		32%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage		95%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Minimum [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage		25%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Maximum [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage		36%

Organization and Principal Acti

Organization and Principal Activities - reconciliation of cash, cash equivalents and restricted cash reported (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 34,122	$ 2,184
Restricted cash	1,004
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Total	$ 35,126	$ 2,184	$ 6,825	$ 4,338

Liquidity and Going Concern (Ad

Liquidity and Going Concern (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended			6 Months Ended
	Jun. 27, 2023	Apr. 30, 2023	Mar. 21, 2023	Nov. 17, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Liquidity and Going Concern [Line Items]
Shares issued, shares								250,000
Negative working capital					$ 34,300			$ 34,300
Cash and cash equivalents					34,122	$ 2,184		34,122
Loss from operations					(22,814)		$ (11,471)	(48,287)	$ (20,277)
Net cash used in operating activities								21,200
Accumulated deficit					(433,316)	(375,914)		(433,316)
Principal laon amount	$ 30,000
Convertible Debenture					18,440	0		18,440
Principle amount of issued debt								25,000
Outstanding balance of revolving facility								15,900
Convertible Debt Issued And Sold					$ 18,440	$ 0		$ 18,440
Common stock, par value					$ 0.0001	$ 0.0001		$ 0.0001
Equity Purchase Agreement with Yorkville and B. Riley [Member]
Liquidity and Going Concern [Line Items]
Convertible Debenture principal Amount			$ 25,000
Convertible Debenture					$ 24,000			$ 24,000
Principle amount of issued debt								25,000
Convertible Debt Issued And Sold					$ 24,000			24,000
A&R Yorkville Purchase Agreement
Liquidity and Going Concern [Line Items]
Principle amount of issued debt		$ 15,000
Right to sell maximum number of common stock shares				$ 500,000				$ 500,000
Common stock, par value				$ 0.0001
A&R Yorkville Purchase Agreement | Common Stock [Member]
Liquidity and Going Concern [Line Items]
Shares issued, shares						250,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - Schedule of the calculation of basic and diluted net income per ordinary share - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Weighted average number of shares and assumed conversions - diluted	142,626,000	133,060,000	142,146,000	133,043,000
Net loss per share attributable to common stockholders - diluted	$ (0.19)	$ (0.13)	$ (0.4)	$ (0.2)
Denominator:
Weighted average number of shares outstanding - basic	142,626,000	133,060,000	142,146,000	133,043,000
Basic net income (loss) per ordinary share	$ (0.19)	$ (0.13)	$ (0.4)	$ (0.2)

Acquisitions (Additional Inform

Acquisitions (Additional Information) (Details) - USD ($) $ in Thousands			6 Months Ended
	Jun. 14, 2022	May 31, 2022	Jun. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Payment to acquire license			$ 0
Accrued Royalty Payables			27
Common Stock, Value, Issued			$ 15	$ 14
Common Stock, Shares, Issued			148,699,982	141,348,856
Patents [Member] | Sorrento [Member]
Business Acquisition [Line Items]
Payment upon the achievement of net sales		$ 20,000
Amount due for New Drug Application		$ 3,000
License Agreement
Business Acquisition [Line Items]
Development milestones payment was recognized under other long-term liabilities			$ 200	$ 200
License Agreement | Romeg License Agreement [Member]
Business Acquisition [Line Items]
Up-front license fee	$ 2,000
Payment upon the achievement of net sales	13,000
Payments for royalties	7,100
Intangible asset	5,700
Deferred consideration	$ 3,700
Contingent consideration, liability			$ 0	$ 0

Private Placement (Details)

Private Placement (Details)	Jun. 30, 2023 $ / shares
Private Placement (Details) [Line Items]
Price per warrant	$ 0.01

Fair Value Measurements (Additi

Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 21, 2023	Nov. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Principle amount of issued debt					$ 25,000
Change in fair value of convertible debentures			$ 3,748	$ 0	3,748	$ 0
Loss (gain) on derivative liability			$ 82	$ 2,700	5,335	$ (4,800)
Common stock upon conversation of cash					$ 3,000
Discount rate of FDA			10.60%		10.60%
Development Milestone Payment					$ 200		$ 200
Derivative warrant liability private warrants					6,600
Equity Unit Purchase Agreements [Member]
Subsidiary, Sale of Stock [Line Items]
Principle amount of issued debt					$ 25,000
Convertible Debenture principal Amount	$ 25,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Derivative warrant liability private warrants		$ 2,500
Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Principle amount of issued debt	$ 25,000

Fair Value Measurements (Detai

Fair Value Measurements (Details) - Schedule of fair value assets measured on a recurring basis - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets:
Cash and cash equivalents	$ 34,122	$ 2,184
Liabilities:
Convertible debenture	$ 18,440
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Derivative liabilities	$ 6,566	$ 1,231
Other long-term liabilities	169	163
Total liabilities measured at fair value	25,175	1,394
Level 1 [Member]
Liabilities:
Convertible debenture	0
Derivative liabilities	0	0
Other long-term liabilities	0	0
Total liabilities measured at fair value	0	0
Level 2 [Member]
Liabilities:
Convertible debenture	0
Derivative liabilities	0	0
Other long-term liabilities	0	0
Total liabilities measured at fair value	0	0
Level 3 [Member]
Liabilities:
Convertible debenture	18,440
Derivative liabilities	6,566	1,231
Other long-term liabilities	169	163
Total liabilities measured at fair value	$ 25,175	$ 1,394

Fair Value Measurements (Det_2

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Corporate Bond Yield	16.33%
Coupon Interest Rate	7%
Volatility	42%
Risk-free rate	5.29%
Dividend yield	0%
Conversion Price	8%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule Of The Derivative Liabilities Measured at Fair Value $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Fair Value Disclosures [Abstract]
Fair value, beginning	$ 1,231
Fair value, ending	6,566
Level 3 [Member]
Fair Value Disclosures [Abstract]
Fair value, beginning	1,231
Change in fair value measurement	5,335
Fair value, ending	$ 6,566

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of The Inputs Used In Valuing The Derivative Warrant Liabilities - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Schedule of derivative component of the obligation is initially valued and classified as a derivative liability [Abstract]
Equity Value	$ 5.57	$ 3.99
Exercise price	$ 11.5	$ 11.5
Term (in years)	4 years 4 months 9 days	4 years 10 months 9 days
Volatility	55%	35%
Risk-free rate	4.20%	3.94%
Dividend yield	0%	0%
Call option value	$ 1.6	$ 0.3

Balance Sheet Components - Sche

Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 947	$ 939
Less: Accumulated depreciation	(187)	(167)
Property and equipment, net	760	772
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	689	689
Furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	118	118
Computers & equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	85	77
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 55	$ 55

Balance Sheet Components - Sc_2

Balance Sheet Components - Schedule of Acrcued expenses - Details (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Accrued professional service fees	$ 2,783	$ 2,024
Accrued sales and marketing costs	1,524	574
Accrued research and development costs	564	459
Accrued others	78	79
Accrued expenses	$ 4,949	$ 3,136

Balance Sheet Components (Addit

Balance Sheet Components (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 10	$ 20	$ 10	$ 20

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 13,481		$ 13,481		$ 13,481
Weighted average remaining life for identifiable intangible assets			9 years 10 months 24 days
Amortization expense	$ 1,026	$ 935	$ 2,053	$ 1,870

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Summary of identifiable intangible assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 60,781	$ 60,781
Accumulated amortization	22,243	20,190
Intangibles, net	38,538	40,591
Patent rights
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	32,630	32,630
Accumulated amortization	14,503	13,415
Intangibles, net	18,127	19,215
Acquired technology
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	21,940	21,940
Accumulated amortization	6,947	6,216
Intangibles, net	14,993	15,724
Acquired licenses
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	5,711	5,711
Accumulated amortization	368	184
Intangibles, net	5,343	5,527
Assembled workforce
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	500	500
Accumulated amortization	425	375
Intangibles, net	$ 75	$ 125

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Estimated future amortization expense of intangible assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
As of March 31,2023
2023 (Remainder of 2023)	$ 2,053
2024	4,031
2025	4,006
2026	4,006
2027	4,006
Thereafter	20,436
Total	$ 38,538	$ 40,591

Debt (Additional Information) (

Debt (Additional Information) (Details) - USD ($)					3 Months Ended		6 Months Ended
	Jul. 01, 2023	Jun. 27, 2023	Apr. 30, 2023	Mar. 21, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Principle amount of issued debt							$ 25,000,000
Debt Instrument, Issued, Principal							$ 25,000,000
Debt Instrument Redemption							The Company has the right, but not the obligation, in its sole discretion, to redeem, upon five business days’ prior written notice to Yorkville (the “Redemption Notice”), all or any portion of the amounts outstanding under the Convertible Debentures; provided that the trading price of the Common Stock is less than the Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 10% of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount.
Common stock, shares issued					148,699,982		148,699,982		141,348,856
Loss on debt extinguishment, net					$ 0	$ 0	$ 0	$ 4,799,000
Equity Purchase Agreement with Yorkville and B. Riley [Member]
Debt Instrument [Line Items]
Principle amount of issued debt							25,000,000
Debt Instrument, Issued, Principal							$ 25,000,000
Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Principle amount of issued debt				$ 25,000,000
Debt instrument, description							The Securities Purchase Agreement provides that the Convertible Debentures will be issued and sold at a purchase price equal to 96% of the applicable principal amount in three tranches as follows: (i) $10.0 million upon the signing of the Securities Purchase Agreement, which was funded on March 21, 2023, (ii) $7.5 million upon the filing of a registration statement on Form S-1 with the SEC to register the resale by Yorkville of any shares of Common Stock issuable upon conversion of the Convertible Debentures under the Securities Act and (iii) $7.5 million at the time such registration statement is declared effective by the SEC.
Debt Instrument, Issued, Principal				$ 25,000,000
Debt Instrument, Interest Rate During Period				7%
Debt maturity date				Dec. 21, 2023
Debt conversion price				$ 8
Debt Instrument Principal Amount, Percentage				5%
Debt payment terms							The Company has the option to repay either (i) in cash, with premium equal to 5% in respect of the principal amount of such payment, or (ii) by submitting a notice for an advance under the A&R Yorkville Purchase Agreement, or a series of advances thereunder, or any combination of (i) or (ii) as determined by the Company. In the case of (ii), the proceeds from the shares sold to Yorkville are applied against the outstanding amounts.
Convertible Debentures Issued Percent				96%
Redemption Premium							10%
Tranche One | Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Principle amount of issued debt				$ 10,000,000
Debt Instrument, Issued, Principal				10,000,000
Tranche Two | Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Principle amount of issued debt				7,500,000
Debt Instrument, Issued, Principal				7,500,000
Tranche Three | Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Principle amount of issued debt				7,500,000
Debt Instrument, Issued, Principal				$ 7,500,000
A&R Yorkville Purchase Agreement
Debt Instrument [Line Items]
Principle amount of issued debt			$ 15,000,000
Net cash proceeds			14,400,000
Convertible Debentures Repaid							$ 1,300,000
Common Stock at a conversion price							$ 8
Debt Instrument, Issued, Principal			$ 15,000,000
Outstanding debt instrument							$ 7,700,000
Change in fair value					288,000		288,000
Outstanding principal amount					$ 5,000,000		$ 5,000,000
Common stock, shares issued					632,431		632,431
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Principle amount of issued debt							$ 75,000,000
Termination fees					0.50%		0.50%
Debt Instrument, Issued, Principal							$ 75,000,000
Facility cap maximum		95%
Facility cap minimum		85%
Outstanding debt instrument		$ 250,000
Cash on hand					$ 1,000,000		1,000,000
Outstanding principal amount					$ 15,900,000		$ 15,900,000
Accounts receivable revolving loan facility in an aggregate amount		$ 30,000,000
Line Of Credit Facility Interest Rate	1.50%

Debt - Summery of Outstanding C

Debt - Summery of Outstanding Convertible Debenture (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Debt Disclosure [Abstract]
Convertible debentures, beginning period	$ 0
Issuance	24,000
Repayment of Convertible Debentures	(1,285)
Change in fair value of Convertible debentures	3,460
Conversion of Convertible Debentures into common stock	7,735	$ 0
Convertible debentures, ending period	$ 18,440

Shareholders' Equity (Additiona

Shareholders' Equity (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	Nov. 17, 2022	Dec. 31, 2022	Jun. 30, 2023
Shareholders' Equity (Details) [Line Items]
Common stock, shares issued		141,348,856	148,699,982
Share price			$ 18
Price per warrant			$ 0.01
Warrants outstanding		6,899,988	6,854,309
Shares issued, shares			250,000
Common Stock, Value, Issued		$ 14	$ 15
Common Stock [Member]
Shareholders' Equity (Details) [Line Items]
Price per warrant			$ 11.5
A R Yorkville Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares issued			632,431
Purchase of stock, percentage			98%
Common stock sold			2,167,604
Proceeds from sale of common stock			$ 15,100
Right to sell maximum number of common stock shares	$ 500,000		$ 500,000
A R Yorkville Purchase Agreement [Member] | Common Stock [Member]
Shareholders' Equity (Details) [Line Items]
Shares issued, shares		250,000
B. Riley Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares issued			250,000
Purchase of stock, percentage			98%
Common stock sold			127,241
Proceeds from sale of common stock			$ 1,000
Right to sell maximum number of common stock shares	$ 500,000
Warrants [Member] | Warrant Transfer Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Warrants outstanding		4,104,000	4,104,000

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of these adjustments to the financial statement, as previously reported - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	$ 6,566	$ 1,231
Total Liabilities	116,047	50,288
Ordinary Shares	15	14
Additional Paid-in Capital	443,715	412,136
Accumulated Deficit	(433,316)	(375,914)
Total Shareholders’ Equity (Deficit)	$ 10,417	$ 36,239

Stock Incentive and Employee _3

Stock Incentive and Employee Benefit Plans - Schedule of Stock Options Valuation Assumption Used (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0%	0%
Expected stock -price volatility	55%	35%
Term of options	4 years 4 months 9 days	4 years 10 months 9 days
Fair value per share of common stock on date of grant	$ 0.0001	$ 0.0001
Exercise price	$ 11.5	$ 11.5
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, minimum	3.59%
Black-Scholes Option Pricing Method [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0%
Expected stock -price volatility	40%
Term of options	6 years 3 months
Black-Scholes Option Pricing Method [Member] | Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value per share of common stock on date of grant	$ 7.27
Exercise price	$ 7.27
Black-Scholes Option Pricing Method [Member] | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, maximum	3.91%
Fair value per share of common stock on date of grant	$ 8.08
Exercise price	$ 8.08

Stock Incentive and Employee _4

Stock Incentive and Employee Benefit Plans - Schedule of Stock Options Outstanding Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Options Outstanding, Beginning Balance | shares	16,939
Options Outstanding, Granted | shares	14,820
Options Outstanding, Exercised | shares	(128)
Options Outstanding, Forfeited/Cancelled | shares	(278)
Options Outstanding, Ending Balance | shares	31,353	16,939
Options Outstanding, Exercisable | shares	17,099
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares	$ 1.68
Weighted Average Exercise Price, Granted | $ / shares	8.08
Weighted Average Exercise Price, Exercised | $ / shares	1.73
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares	7.51
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares	4.66	$ 1.68
Weighted Average Exercise Price, Exercisable | $ / shares	$ 2.26
Outstanding, Weighted-average Remaining Contractual Life, (in Years)	7 years 8 months 12 days	7 years
Exercisable, Weighted-average Remaining Contractual Life, (in Years)	6 years 4 months 24 days
Aggregate Intrinsic Value, Outstanding | $	$ 65,119	$ 38,942
Aggregate Intrinsic Value, Exercisable | $	$ 60,440

Stock Incentive and Employee _5

Stock Incentive and Employee Benefit Plans (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Feb. 13, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	May 04, 2023	Jan. 17, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of option outstanding to purchase common stock		31,353		31,353				16,939
Options granted weighted-average grant date fair value				$ 3.66
Total intrinsic value of option exercise				$ 800
Stock options exercised (in shares)				128
Stock-based compensation expenses				$ 7,307	$ 2,792
Unrecognized compensation cost related to unvested stock option grants		$ 52,300		52,300
Employee benefit plan contributions by employer				200	200
Stock issued for services, shares	4,000,000
Accrued legal fees		1,600		$ 1,600
Weighted average period over grant				3 years 4 months 24 days
Operating Expenses
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expenses		$ 3,600	$ 1,400	$ 7,300	$ 2,800
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized under the plan						30,276,666
2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of option outstanding to purchase common stock		31,353,086		31,353,086
Common stock shares reserved for future issuance								14,622,712
Number of shares authorized under the plan						10,000,000
2022 Equity Incentive Plan | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares reserved for future issuance								20,276,666
Number of shares authorized under the plan						30,276,666
2022 Equity Incentive Plan | Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized under the plan						20,276,666
2023 Inducement Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for grant							1,400,000
2022 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of option outstanding to purchase common stock		0		0
Common stock shares reserved for future issuance		1,462,271		1,462,271
2022 Employee Stock Purchase Plan | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares reserved for future issuance		2,875,759		2,875,759

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Leases Supplemental Quantitative Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ (474)	$ (334)
Weighted average remaining lease term in years - operating leases	4 years	2 years 3 months 18 days
Weighted average discount rate - operating leases	11.10%	11.80%

Commitments and Contingencies_2

Commitments and Contingencies - Schedule of Lease Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
2023 (Remainder of 2023)	$ 547
2024	1,042
2025	916
2026	944
2027	724
Total lease payments	4,173
Less imputed interest	(803)
Total lease liabilities	3,370
Less current portion of lease liability	776	$ 745
Lease liability, net of current portion	$ 2,594

Commitments and Contingencies_3

Commitments and Contingencies (Additional Information) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Feb. 28, 2013	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Apr. 30, 2023	Dec. 31, 2022
Commitments and Contingencies [Line Items]
Accrued Royalty Payables				$ 27
Finance lease liabilities		$ 0		$ 0
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Derivative Liability, Noncurrent		Derivative Liability, Noncurrent
Lease Expense		$ 300	$ 200	$ 500	$ 300
Additional ROU assets		3,294		3,294		$ 2,500	$ 1,131
Corresponding lease liabilities		2,594		2,594		$ 2,500	665
Product Development Agreement [Member] | Developers [Member]
Commitments and Contingencies [Line Items]
Royalty payments				4,300
Accrued royalty payables		$ 2,300		$ 2,300			$ 2,200
Agreement maturity date	Oct. 02, 2028
Agreement maturity renewal description	The Product Development Agreement will renew automatically for subsequent successive one-year renewal periods unless Scilex Pharma or the Developers terminate it upon 6-month written notice.
Product Development Agreement [Member] | Developers [Member] | Minimum [Member]
Commitments and Contingencies [Line Items]
Royalty payment percentage related to future years	25%
Product Development Agreement [Member] | Developers [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Royalty payment percentage related to future years	35%
Non-cancelable Lease Agreements [Member] | Minimum [Member] | Research and Development Facilities [Member]
Commitments and Contingencies [Line Items]
Operating lease, remaining lease term		1 year 2 months 12 days		1 year 2 months 12 days
Operating lease, lease term		3 years		3 years
Non-cancelable Lease Agreements [Member] | Maximum [Member] | Research and Development Facilities [Member]
Commitments and Contingencies [Line Items]
Operating lease, remaining lease term		4 years 3 months 18 days		4 years 3 months 18 days
Operating lease, lease term		5 years		5 years

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of Benefit for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Deferred
Total	$ (3)	$ (28)	$ 5	$ (25)

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Total	$ (3)	$ (28)	$ 5	$ (25)

Income Taxes (Additional Inform

Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Line Items]
Income tax (benefit) expense	$ (3)	$ (28)	$ 5	$ (25)

Related Party Transactions (Add

Related Party Transactions (Additional Information) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transactions (Details) [Line Items]
Shares issued, shares	250,000
Accounts receivables, net	$ 6,332	$ 1,632
Convertible promissory notes	18,440		$ 0
Additional amount borrowed	443,715		$ 412,136
Sorrento [Member]
Related Party Transactions (Details) [Line Items]
Accounts receivables, net	3,200
Accounts Payble	$ 1,000

Loss Per Share - Schedule of th

Loss Per Share - Schedule of the reconciliation of basic and diluted loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net loss for basic loss per share available to common stockholders	$ (26,649)	$ (17,838)	$ (57,402)	$ (26,981)
Net loss for diluted loss per share available to common stockholders	$ (26,649)	$ (17,838)	$ (57,402)	$ (26,981)
Weighted average number of shares outstanding - basic	142,626,000	133,060,000	142,146,000	133,043,000
Effect of Dilutive Securities	0	0	0	0
Weighted average number of shares and assumed conversions - diluted	142,626,000	133,060,000	142,146,000	133,043,000
Basic Loss Per Share	$ (0.19)	$ (0.13)	$ (0.4)	$ (0.2)
Diluted Loss Per Share	$ (0.19)	$ (0.13)	$ (0.4)	$ (0.2)

Loss Per Share - potentially di

Loss Per Share - potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	48,655,145	27,943,081
Convertible Debentures
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,343,750	0
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	31,353,086	16,939,093
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,854,309	6,899,988
Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,104,000	4,104,000
Retainer Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,000,000	0

Subsequent Events (Additional I

Subsequent Events (Additional Information (Details) - Subsequent Event [Member] $ in Millions	Jul. 05, 2023 USD ($)
Subsequent Event [Line Items]
Debt interest rate	2%
Debt Instrument, Interest Rate During Period	12%
Debt instrument, description	The Junior DIP Facility matures on the earliest of: (i) September 30, 2023; (ii) the effective date of any Chapter 11 plan of reorganization with respect to the Debtors; (iii) the consummation of any sale or other disposition of all or substantially all of the assets of the Debtors; (iv) the date of the acceleration of the DIP Loans and the termination of the DIP Commitments (as defined in the Junior DIP Term Sheet) in accordance with the DIP Documents (as defined in the Junior DIP Term Sheet); and (v) dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy Code.
Exit fee	2%
Scintilla Pharmaceuticals
Subsequent Event [Line Items]
Debt principal amount	$ 20
Debt interest rate	1%
Exit fee	1%